Item 1.01 Entry into a Material Definitive Agreement.
On
The Agreement contains customary representations, warranties, covenants and indemnification provisions subject to certain limitations. The transaction remains subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (this "Current Report") contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this Current Report that do not relate to
matters of historical fact should be considered forward-looking statements,
including without limitation statements regarding the completion of the
transactions contemplated by the Agreement. Statements using words such as
"expect", "anticipate", "believe", "may", "will" and similar terms are also
forward-looking statements. These statements are neither promises nor
guarantees, but involve known and unknown risks, uncertainties and other
important factors that may cause the Company's actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements, including,
but not limited to, the important factors discussed under the caption "Risk
Factors" in the Company's most recently filed Quarterly Report on Form 10-Q and
the Company's other filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1¥ Asset Purchase Agreement, datedNovember 16, 2021 , by and between theRegistrant andJanssen Biotech, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ¥ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by theSEC .
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